Attached files
file | filename |
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EX-10.63 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-63.htm |
EX-10.66 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-66.htm |
EX-10.67 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-67.htm |
EX-10.62 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-62.htm |
EX-10.64 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-64.htm |
EX-10.65 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-65.htm |
EX-10.70 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-70.htm |
EX-10.69 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-69.htm |
EX-10.68 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v198593_ex10-68.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
|
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Fiscal Year Ended December 31, 2009
OR
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Transition Period from _____________ to _____________
Commission
File Number 333-117367
LIGHTSTONE
VALUE PLUS
REAL
ESTATE INVESTMENT TRUST, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
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20-1237795
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
|
|
1985
Cedar Bridge Avenue, Suite 1,
Lakewood,
NJ
|
08701
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
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732-367-0129
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Exchange Act:
Title of Each Class
|
Name of Each Exchange on Which
Registered
|
|
None
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None
|
Securities
registered under Section 12(g) of the Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ¨ No x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large
Accelerated Filer ¨
|
Accelerated
Filer ¨
|
Non-Accelerated
Filer x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
As of
June 30, 2009, the aggregate market value of the common shares held by
non-affiliates of the registrant was $311.8 million. While there is no
established market for the Registrant’s common shares, the Registrant has sold
its common shares pursuant to a Form S-11 Registration Statement under the
Securities Act of 1933 at a price of $10.00 per common share. As of March 15,
2010, there were 31.6 million shares of common stock held by non-affiliates of
the registrant.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Explanatory
Note
The
purpose of this Amendment No. 1 to Lightstone Value Plus Real Estate Investment
Trust, Inc. ’s Annual Report on Form 10-K is to (1). refile Exhibit 10.62 —
Contribution Agreement, dated as of December 8, 2009, by and among Simon
Property Group Inc, Simon Property Group, L.P, Marco Capital Acquisition, LLC,
Lightstone Value Plus REIT, LP, Pro-DFJV Holdings LLC, Lightstone Holdings, LLC,
Lightstone Prime, LLC, BRM, LLC, Lightstone Real Property Ventures Limited
Liability Company, PR Lightstone Manager, LLC, Prime Outlets Acquisition Company
LLC, and Lightstone Value Plus Real Estate Investment Trust, Inc. as a result of
the Company’s withdrawal of its confidential treatment request in connection
with certain portion of this Contribution Agreement, and (2). file the following
exhibits:
Exhibit
10.63 — Amendment No. 1 to the Contribution Agreement, dated as of May 13, 2010,
by and among Simon Property Group Inc., Simon Property Group, L.P., Marco
Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC,
Exhibit
10.64 — Amendment No. 2 to the Contribution Agreement, dated as of June 28,
2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco
Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC,
Exhibit
10.65 — Amendment No. 3 to the Contribution Agreement, dated as of August 30,
2010, by and among Simon Property Group Inc., Simon Property Group, L.P., Marco
Capital Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC,
Exhibit
10.66 — Tax Matters Agreement, dated as of August 30, 2010, by and among Simon
Property Group, Inc., Simon Property Group, L.P., Marco LP Units, LLC, Prime
Outlets Acquisition Company LLC, Lightstone Value Plus Real Estate Investment
Trust, Inc., Lightstone Value Plus REIT, L.P, and Pro-DFJV Holdings
LLC, and solely for purposes of Section 14, Lightstone Prime, LLC,
Lightstone Holdings, LLC, BRM, LLC, and David Lichtenstein,
Exhibit
10.67 — Guaranty of Collection Agreement, dated as of August 30, 2010, by
Lightstone Value Plus Real Estate Investment Trust, Inc., to and for the benefit
of JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders (as
such term is defined in the Credit Agreement), and any of their respective
successors and assigns with respect to the obligations of Simon Property Group,
L.P, in respect of the Loans (as hereinafter defined),
Exhibit
10.68 — Guaranty of Collection Agreement, dated as of August 30, 2010, by
Lightstone Value Plus REIT, L.P., to and for the benefit of JPMorgan Chase Bank,
N.A., as Administrative Agent, each of the Lenders (as such term is defined in
the Credit Agreement), and any of their respective successors and assigns with
respect to the obligations of Simon Property Group, L.P., in respect of the Loans
(as hereinafter defined),
Exhibit
10.69 — Guaranty of Collection Agreement, dated as of August 30, 2010, by
Pro-DFJV Holdings LLC, to and for the benefit of JPMorgan Chase Bank, N.A., as
Administrative Agent, each of the Lenders (as such term is defined in the Credit
Agreement), and any of their respective successors and assigns with respect to
the obligations of Simon Property Group, L.P., in respect of the Loans (as
hereinafter defined), and
Exhibit
10.70 — Capital Contribution Commitment Agreement, dated as of August
30, 2010, by and among Lightstone Value Plus REIT, L.P., Pro-DFJV Holdings
LLC, Marco LP Units, LLC, its successors and assigns, having an address at 225
West Washington Street, Indianapolis, Indiana 46204, and Simon Property Group,
L.P., its successors and assigns, having an address at 225 West Washington
Street, Indianapolis, Indiana 46204.
This
10-K/A amends and restates Exhibit 10.62 and files Exhibits 10.63 through
Exhibit 10.70. No other information in the original 10-K is amended
hereby.
EXHIBIT NO.
|
DESCRIPTION
|
|
Exhibit
10.62
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Contribution
Agreement, dated as of December 8, 2009, by and among Simon Property Group
Inc, Simon Property Group, L.P, Marco Capital Acquisition, LLC, Lightstone
Value Plus REIT, LP, Pro-DFJV Holdings LLC, Lightstone Holdings, LLC,
Lightstone Prime, LLC, BRM, LLC, Lightstone Real Property Ventures Limited
Liability Company, PR Lightstone Manager, LLC, Prime Outlets Acquisition
Company LLC, and Lightstone Value Plus Real Estate Investment Trust,
Inc.
|
|
Exhibit
10.63
|
Amendment
No. 1 to the Contribution Agreement, dated as of May 13, 2010, by and
among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital
Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC.
|
|
Exhibit
10.64
|
Amendment
No. 2 to the Contribution Agreement, dated as of June 28, 2010, by and
among Simon Property Group Inc., Simon Property Group, L.P., Marco Capital
Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC.
|
|
Exhibit
10.65
|
Amendment
No. 3 to the Contribution Agreement, dated as of August 30, 2010, by and
among Simon Property Group Inc, Simon Property Group, L.P., Marco Capital
Acquisition, LLC, Lightstone Prime, LLC and Prime Outlets Acquisition
Company LLC.
|
|
Exhibit
10.66
|
Tax
Matters Agreement, dated as of August 30, 2010, by and among Simon
Property Group, Inc., Simon Property Group, L.P., Marco LP Units, LLC,
Prime Outlets Acquisition Company LLC, Lightstone Value Plus Real Estate
Investment Trust, Inc., Lightstone Value Plus REIT, L.P, and Pro-DFJV
Holdings LLC, and solely for purposes of Section 14, Lightstone
Prime, LLC, Lightstone Holdings, LLC, BRM, LLC, and David
Lichtenstein.
|
|
Exhibit
10.67
|
Guaranty
of Collection Agreement, dated as of August 30, 2010, by Lightstone Value
Plus Real Estate Investment Trust, Inc., to and for the benefit of
JPMorgan Chase Bank, N.A., as Administrative Agent, each of the Lenders
(as such term is defined in the Credit Agreement), and any of their
respective successors and assigns with respect to the obligations of Simon
Property Group, L.P, in respect of the Loans (as hereinafter
defined).
|
|
Exhibit
10.68
|
Guaranty
of Collection Agreement, dated as of August 30, 2010, by Lightstone Value
Plus REIT, L.P., to and for the benefit of JPMorgan Chase Bank, N.A., as
Administrative Agent, each of the Lenders (as such term is defined in the
Credit Agreement), and any of their respective successors and assigns with
respect to the obligations of Simon Property Group, L.P., in respect of the
Loans (as hereinafter defined).
|
|
Exhibit
10.69
|
Guaranty
of Collection Agreement, dated as of August 30, 2010, by Pro-DFJV Holdings LLC, to
and for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent,
each of the Lenders (as such term is defined in the Credit Agreement), and
any of their respective successors and assigns with respect to the
obligations of Simon Property Group, L.P., in respect of the
Loans (as hereinafter defined).
|
|
Exhibit
10.70
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|
Capital
Contribution Commitment Agreement, dated as of August 30, 2010, by and
among Lightstone Value Plus REIT, L.P., Pro-DFJV Holdings LLC, Marco LP
Units, LLC, its successors and assigns, having an address at 225 West
Washington Street, Indianapolis, Indiana 46204, and Simon Property Group,
L.P., its successors and assigns, having an address at 225 West Washington
Street, Indianapolis, Indiana
46204.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
.
LIGHTSTONE
VALUE PLUS REAL ESTATE
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|||||
INVESTMENT
TRUST, INC.
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|||||
By:
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/s/ Donna Brandin
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||||
Donna
Brandin
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|||||
Chief
Financial Officer and
Principal
Accounting
Officer
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Date:
October 12, 2010